Receivables Financing Agreement - AnnTaylor Funding Inc., AnnTaylor Inc., Clipper Receivables Corp., State Street Boston Capital Corp and PNC Bank NA


       FIRST AMENDMENT TO RECEIVABLES FINANCING AGREEMENT


     THIS FIRST AMENDMENT TO RECEIVABLES FINANCING AGREEMENT,
dated as of May 31, 1994 (this 'Amendment'), is among AnnTaylor
Funding, Inc. a Delaware corporation (the 'Company'), AnnTaylor,
Inc., a Delaware corporation ('AnnTaylor'), Clipper Receivables
Corporation, a Delaware corporation ('Lender'), State Street
Boston Capital Corporation, a Massachusetts corporation, as
administrator for Lender (the 'Administrator') and PNC Bank,
National Association, a national banking association (the
'Relationship Bank').


                           BACKGROUND

     1.   The Company, AnnTaylor, Lender, the Administrator and
the Relationship Bank entered into a Receivables Financing
Agreement, dated as of January 27, 1994 (the 'Agreement').

     2.   The Company, AnnTaylor, Lender, the Administrator and
the Relationship Bank desire to amend the Agreement in certain
respects as set forth herein.

     NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as
follows:

     SECTION 1.  Definitions.  The capitalized terms used in this
Amendment and not otherwise defined herein shall have the
meanings assigned thereto in the Agreement.

     SECTION 2.  Settlement Procedures.  Section 3.01(a) of the
Agreement is hereby amended by adding an additional sentence to
the end thereof as follows:

     'In the event that the amount of Collections received
     during the Settlement Period to which an Information
     Package relates is less than the sum of (i) the Amount
     Payable for the related Settlement Date plus (ii) the
     amount of funds then on deposit in the Spread Account,
     the Administrator shall withdraw the amount of any such
     deficiency from the Customer Letter of Credit on the
     Business Day next succeeding the applicable Reporting
     Date.  The Administrator shall hold the funds so
     withdrawn from the Customer Letter of Credit in a
     segregated account for application on the related
     Settlement Date pursuant to this Section 3.01.'

Section 3.01(b) of the Agreement is hereby amended by (i)
inserting at the end of the fourth sentence thereof, prior to the
period, the following: '(the amount set forth in this clause (2),
the 'Amount Payable')' and (ii) deleting the word 'first,' and
the phrase 'and second,  draw the amount of any remaining
deficiency from the Customer Letter of Credit' where they appear
in the fifth sentence thereof.  Section 3.01(c) of the Agreement
is hereby amended by inserting in the fourth line thereof after
the phrase 'paragraph (b)' the phrase 'and any amounts withdrawn
from the Customer Letter of Credit pursuant to the foregoing
paragraph (a)'.  Section 3.01(d) is hereby amended by inserting
in the fourth line thereof after the phrase 'paragraph (b)' the
phrase 'and any amounts withdrawn from the Customer Letter of
Credit pursuant to the foregoing paragraph (a)'.

     SECTION 3.  Customer Letter of Credit.  Section 3.05(e) of
the Agreement is hereby amended by inserting ', or confirmed by,'
in the seventh line thereof after the words 'Enhancement Limit,
from'.  Section 3.05(f) of the Agreement is hereby amended by
adding at the end thereof the following:  'In the event that the
Company has provided a Customer Letter of Credit and the issuer
of such Customer Letter of Credit (including any issuer of a
confirming letter of credit) is downgraded below the ratings
required pursuant to the foregoing paragraph (e) (or such ratings
are withdrawn), unless the Company has provided a substitute
Customer Letter of Credit satisfying the requirements of the
foregoing paragraph (e) or the Company has deposited in the
Spread Account the amount necessary to bring the amount therein
up to the Enhancement Limit, in each case, on or prior to two (2)
Business Days after such downgrading or withdrawal, the
Administrator shall withdraw the full stated amount of the
Customer Letter of Credit and deposit it in the Spread Account.
If the Customer Letter of Credit has a stated expiration date
that is earlier than the Final Payout Date, unless the Company
has substituted therefor another Customer Letter of Credit
satisfying the requirements of the foregoing paragraph (e) or
deposited into the Spread Account the amount necessary to bring
the amount of funds therein up to the Enhancement Limit on or
before two (2) Business Days prior to the stated expiration date,
the Administrator shall withdraw the full stated amount of the
Customer Letter of Credit and deposit such funds into the Spread
Account.

     SECTION 4.  Certain Ratios.  Section 10.01(g) of the
Agreement is hereby amended by (i) deleting the number '1.95%'
where it appears therein and substituting therefor the number
'2.00%' and (ii) deleting the number '1.325%' where it appears
therein and substituting therefor the number '1.40%'.

     SECTION 5.  Definitions - Appendix A.  Appendix A to the
Agreement is hereby amended by adding, in the appropriate
alphabetical order, the following definition:

     'Amount Payable' has the meaning set forth in
Section 3.01(b).

     SECTION 6.  Miscellaneous.  The Agreement, as amended
hereby, remains in full force and effect.  Any reference to the
Agreement from and after the date hereof shall be deemed to refer
to the Agreement as amended hereby unless otherwise expressly
stated.  This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts, each of which when so executed shall be deemed to
be an original and all of which when taken together shall
constitute one and the same agreement.  This Amendment shall be
governed by the laws of the State of New York.  The Company
hereby agrees to pay, promptly upon demand, all costs and
expenses incurred by Lender, the Administrator or the
Relationship Bank in connection with this Amendment.
     IN WITNESS WHEREOF, the parties have caused this Amendment
to be executed by their respective officers thereunto duly
authorized, as of the date first above written.


                              ANNTAYLOR FUNDING, INC.



                              By: /s/ Walter J. Parks
                                  _______________________


                              ANNTAYLOR, INC.



                              By: /s/ Walter J. Parks
                                 _______________________



                              CLIPPER RECEIVABLES CORPORATION



                              By:  /s/ Lannhi Tran
                                 ________________________


                              STATE STREET BOSTON CAPITAL
                              CORPORATION, as Administrator



                              By: /s/ David B. Coleman
                                 _____________________________



                              PNC BANK, NATIONAL ASSOCIATION



                              By: /s/ Mark Williams
                                  _____________________